ADT 2015 Annual Report Download - page 62

Download and view the complete annual report

Please find page 62 of the 2015 ADT annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 183

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172
  • 173
  • 174
  • 175
  • 176
  • 177
  • 178
  • 179
  • 180
  • 181
  • 182
  • 183

PROPOSAL NUMBER THREE
PROPOSAL NUMBER THREE—NON-BINDING
ADVISORY VOTE ON COMPENSATION OF THE
NAMED EXECUTIVE OFFICERS
In accordance with Section 14A of the Exchange Act, we request our stockholders’ non-binding advisory vote on the compensation of our
named executive officers as disclosed in accordance with the SEC’s rules in the section of this Proxy Statement under “Compensation of
Executive Officers” on pages 26 to 48.
The Company currently intends to hold such votes annually. Accordingly, the next such vote will be held at the Company’s 2017 Annual Meeting
of Stockholders.
In considering their vote, stockholders should know that our compensation objectives, policies, practices and programs are designed to attract
and retain the talent needed to align with the strategic mission of ADT and to drive financial performance and incentivize execution of our
business strategy. Our compensation programs and practices are intended to reward our named executive officers for their performance in
implementing our strategy to grow our business and create long-term stockholder value. We believe our programs effectively link executive pay
to the financial performance of the Company while also aligning our named executive officers’ interests with the interests of our stockholders.
We are seeking our stockholders’ support for our executive officer compensation as detailed in this Proxy Statement. This proposal conforms to
SEC requirements and seeks our stockholders’ views on our executive compensation, compensation philosophy, pay principles and pay
practices as described in this Proxy Statement. The advisory vote is non-binding and it will not be binding on the Board of Directors or obligate it
to take any compensation actions, or to adjust our executive compensation programs or policies, as a result of the vote. However, the Board of
Directors will take into account the outcome of the vote when considering future executive compensation decisions for executive officers.
The Board of Directors unanimously recommends that stockholders support this proposal and vote FOR the following resolution:
“RESOLVED, that the compensation paid to The ADT Corporation’s named executive officers, as disclosed pursuant to Item 402
of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby
APPROVED.”
52 The ADT Corporation 2016 Proxy Statement
PROXY STATEMENT